Mutual NDA template for data sample review

1. Purpose

1. 1.1The Parties wish to exchange information so that Prospective Licensee can evaluate a sample of the dataset described as [Dataset name and version] (the "Sample") and its data manifest, and so that the Parties can discuss a possible license of that dataset for [training, fine-tuning or evaluation of AI models] (the "Purpose").
2. 1.2This Agreement does not commit either Party to enter into a license or any other agreement, and either Party may end the discussions at any time.

2. Confidential information

1. 2.1"Confidential Information" means all non-public information that one Party (the "Discloser") discloses to the other (the "Recipient") in connection with the Purpose, in any form and whether or not marked confidential. It includes the Sample, the data manifest, file lists and hashes, descriptions of systems and records, pricing and proposed terms, and Prospective Licensee's information about its models, data needs and evaluation methods.
2. 2.2Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient, (b) was lawfully known to the Recipient before disclosure without a duty of confidence, (c) is lawfully received from a third party without a duty of confidence, or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information. Exception (d) does not apply to the Sample.
3. 2.3The existence of these discussions and the terms proposed are Confidential Information of both Parties.

3. Obligations of the recipient

1. 3.1The Recipient will use Confidential Information only for the Purpose.
2. 3.2The Recipient will protect Confidential Information with at least the care it uses for its own information of a similar kind, and in no case less than reasonable care.
3. 3.3The Recipient may share Confidential Information only with its employees, officers and professional advisers who need it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement ("Representatives"). The Recipient is responsible for any breach of this Agreement by its Representatives.
4. 3.4The Recipient will notify the Discloser in writing promptly after becoming aware of any unauthorized access to, use of or disclosure of Confidential Information.

4. Terms for the sample

1. 4.1Prospective Licensee will use the Sample only to assess its quality, structure and fit for the Purpose, using the tests listed in Schedule A.
2. 4.2Prospective Licensee will not use the Sample, or anything derived from it, to train, fine-tune or otherwise develop any AI model or product, except to run the tests listed in Schedule A.
3. 4.3Prospective Licensee will not attempt to identify any person, business or client in the Sample, and will not combine the Sample with other data for that purpose.
4. 4.4Prospective Licensee will store the Sample only in [named storage environment and location], limit access to the individuals listed in Schedule B and keep a record of who accessed it and when.
5. 4.5Prospective Licensee will not copy the Sample beyond what the tests require, and will not sell, sublicense or transfer it to any affiliate, subprocessor, contractor or model partner without Data Owner's prior written consent.
6. 4.6If Prospective Licensee finds personal information, privileged material or another party's confidential information in the Sample, it will stop using the affected records, notify Data Owner within [48 hours] and delete those records on request.
7. 4.7The evaluation period ends [30] days after the Effective date unless the Parties extend it in writing.

5. Return and deletion

1. 5.1Within [10] business days after the evaluation period ends, or after the Discloser's written request if sooner, the Recipient will delete or return the Discloser's Confidential Information, including every copy of the Sample, and an officer of the Recipient will confirm in writing that it has done so.
2. 5.2The Recipient may keep copies that it is required by law to keep, or that sit in automatic backups, as long as they remain subject to this Agreement and are not accessed. Backup copies of the Sample will be deleted in the normal backup cycle and in any case within [90] days.

6. Disclosure required by law

1. 6.1If the Recipient is required by law, regulation or court order to disclose Confidential Information, it will, where legally allowed, give the Discloser prompt written notice, cooperate with any effort by the Discloser to seek a protective order and disclose only what is legally required.

7. No license and no warranty

1. 7.1All Confidential Information remains the property of the Discloser. No license or other right is granted under this Agreement except the limited right to use Confidential Information for the Purpose.
2. 7.2Confidential Information, including the Sample, is provided "as is". Any warranties about the dataset will be given only in a license signed by both Parties.

8. Term

1. 8.1This Agreement starts on the Effective date and continues for [1 year] unless either Party ends it earlier by [30] days' written notice.
2. 8.2The obligations in sections 2 through 7 continue for [3 years] after this Agreement ends. For the Sample and for any trade secret, they continue for as long as the information remains confidential or a trade secret under applicable law.

9. Remedies

1. 9.1Each Party acknowledges that a breach of this Agreement may cause harm for which money damages alone would not be adequate, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available to it.

10. General

1. 10.1This Agreement is governed by the laws of the [State of Delaware], without regard to its conflict of laws rules.
2. 10.2The state and federal courts located in [County, State] will have exclusive jurisdiction over any dispute arising under this Agreement.
3. 10.3This Agreement is the entire agreement between the Parties about its subject matter. It may be amended only in writing signed by both Parties.
4. 10.4Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or a sale of substantially all of its assets, with written notice to the other Party.
5. 10.5Notices must be in writing and sent to [email address and postal address for each Party].
6. 10.6This Agreement may be signed in counterparts and by electronic signature.
7. 10.7If any provision of this Agreement is held invalid, the rest of the Agreement remains in effect.

11. Schedule A: agreed evaluation tests

[List each test Prospective Licensee may run on the Sample, such as record counts against the manifest, format and schema checks, a scan for personal information and secrets, duplicate rate and named task fitness tests.]

12. Schedule B: individuals with access to the sample

[Name, title and email address of each individual at Prospective Licensee who may access the Sample.]